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Exhibit 3.4
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATIONS
FOR
SERIES B PREFERRED STOCK
OF
INTEG INCORPORATED
1. The name of the corporation is Integ Incorporated (the "Corporation").
2. Resolved that Section 2 of the Certificate of Designations for Series B
Preferred Stock (the "Certificate") of the Corporation is hereby
amended in its entirety to read as follows:
"Section 2: Voting.
(a) General. Holders of Series B Preferred Stock shall not be
entitled to vote on any matters submitted to the shareholders, except
as otherwise required by law."
3. Resolved that Section 4(c) of the Certificate of the Corporation is
hereby amended in its entirety to read as follows:
"Section 4: Redemption of Series B Preferred Stock.
. . .
(c) All shares of Series B Preferred Stock shall be subject to
mandatory redemption by the Corporation (or its successor-in-interest)
at a redemption price equal to the total price paid by Purchaser for
the Series B Preferred Stock plus a 10% premium (the "Redemption
Amount") in the event that: (x) the Corporation enters into an
agreement with any person, entity or group (other than the Purchaser
and its affiliates, agents and representatives) relating to any merger,
consolidation, sale of all or substantially all of the assets of the
Corporation, sale of more than 50% of the outstanding shares of Common
Stock of the Corporation or other transaction which results in such
person, entity or group obtaining the right to elect a majority of the
Corporation's board of directors or otherwise to exercise control over
the Corporation (each an "Acquisition") and the Corporation is not in
breach of the April 2, 1999 Option Agreement between the Corporation
and the Purchaser (the "Option Agreement"), or (y) the Corporation
fails to exercise its option (the "Option") to merge (the "Merger")
with and into a newly formed, wholly owned subsidiary of Purchaser
pursuant to the terms of the Option Agreement on or before the
expiration of the Option as set forth in the Option Agreement. Any such
redemption shall (x) occur on the date of the consummation of the
Acquisition, in the case of an Acquisition or on the date that is
ninety (90) days after the expiration of the Option as set forth in the
Option Agreement and (y) be payable, at the sole option of the
Corporation, either in cash equivalent to the Redemption Amount or a
number shares of Common Stock of the Corporation equal to the
Redemption Amount
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divided by the last sale price of the Common Stock on the date that is
three business days prior to the date of such redemption. "
4. The foregoing amendment was adopted according to Chapter 302A of the
Minnesota Business Corporation Act.
IN WITNESS WHEREOF, the undersigned, the Chief Executive Officer of
Integ Incorporated, being duly authorized on behalf of Integ
Incorporated, has executed this document as of September 13, 2000.
/s/ Susan L. Critzer
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Susan L. Critzer, Chief Executive Officer
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